Attached files
| file | filename |
|---|---|
| EX-10.4 - PLEDGE AGREEMENT - Business Marketing Services Inc | f8k031210ex10iv_business.htm |
| EX-10.2 - ASSET TRANSFER AGREEMENT - Business Marketing Services Inc | f8k031210ex10ii_business.htm |
| EX-10.3 - PROMISSORY NOTE - Business Marketing Services Inc | f8k031210ex10iii_business.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (Date of Earliest Event Reported): March 12,
2010
BUSINESS
MARKETING SERVICES, INC.
(Exact
Name of Registrant As Specified In Charter)
|
DELAWARE
|
333-152017
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80-0154787
|
||
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File No.)
|
(IRS
Employee
Identification
No.)
|
1
Broadway, 10th
Floor
Cambridge,
MA 02142
(Address
of Principal Executive Offices)
(617)
806-6869
(Issuer
Telephone Number)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive
Agreement.
On March
12, 2010 (the “Closing Date”), Business Marketing Services, Inc., a Delaware
corporation (the “Company”), acquired source code and other software assets of
gTrade, a company organized under the laws of Australia (“gTrade”) from the Emil
Koutanov, Guy Havenstein, and Tony Fle-Danijelovich (the “Sellers”)
pursuant to the Asset Transfer Agreement (the “Asset Transfer Agreement”)
between the Company and the Sellers. On the Closing Date, pursuant to
the terms of the Asset Transfer Agreement, the Company delivered a promissory
note in the principal amount of $300,000 (the “Note”), with a maturity date of
May 31, 2010. The Note must be paid, at the Company’s option, in cash
or by delivery of the number of shares of Company’s common stock based on the
daily average closing price of the Company’s common stock from the Closing Date
until the date of issuance of the stock. The Company intends to use
the acquired source code to develop new marketing services for
businesses.
Item
2.03 Creation of a Direct Financial
Obligation.
On the
Closing Date, the Company, acquired source code and other software assets from
gTrade and the Sellers pursuant to the Asset Transfer Agreement between the
Company, gTrade and the Sellers. On the Closing Date, pursuant to the
terms of the Asset Transfer Agreement, the Company delivered the
Note. The Note must be paid, at the Company’s option, in cash or by
delivery of the number of shares of Company’s common stock based on the daily
average closing price of the Company’s common stock from the Closing Date until
the date of issuance of the stock. The Note is secured by a pledge of
300,000 shares from Mr. Hans Pandeya, the Company’s Director, Chief Officer and
majority shareholder, as evidenced by the Pledge of Shares Agreement between
Hans Pandeya and the Sellers.
Item 9.01 Financial Statements and
Exhibits
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
BUSINESS
MARKETING SERVICES, INC.
|
|
|
By:
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/s/
Hans Pandeya
|
|
HANS
PANDEYA
President
|
|
Dated:
March 17, 2010